Article I. - Organization Name

Section 1. The name of the organization shall be the Arizona Archaeological Council, hereafter designated simply as the Council.
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Article II. - Offices

Section 1. The principal office of the Council in the State of Arizona shall be located in Maricopa County unless otherwise established by a vote of a majority of the board of directors in office.

Section 2. The Council also may have offices at other places within or without the State of Arizona.
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Article III. - Purpose

Section 1. The Council is a nonprofit voluntary association that exists for the purpose of maintaining and promoting the goals of professional archaeology in the State of Arizona.

Section 2. These goals shall include but not be limited to the following:

•  To promote and coordinate communication and cooperation within the archaeological community.
•  To encourage the development and implementation of professional quality in archaeological research and reports.
•  To work for the preservation and conservation of the prehistoric and historic heritage of the State.
•  To uphold State, Federal, County and Municipal laws, rules, and regulations that protect cultural resources.
•  To advocate and publicize these objectives in the State of Arizona.
•  To educate the public about the goals and methods of archaeology.
•  To promote greater understanding between archaeological organizations and Native American communities.

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Article IV. - Membership

Section 1. Any person who holds to the purpose and goals of the Council may become a member without regard to sex, age, religion, or nationality.

Section 2. Application for membership shall include written subscription to the purpose and goals of the Council as stated in ARTICLE II.

Section 3. Membership in the Council may be revoked from any person who:

•  Misuses their Council membership
•  Violates State, Federal, County and Municipal laws, rules, or regulations regarding cultural resources
•  Or who violates accepted standards of archaeological conduct by misusing archaeological materials or sites, or by failing to behave in a responsible manner to the archaeological record or to the archaeological community.

Section 4. Removal from membership shall involve the following procedures:

•   A written and signed complaint must be made to the President about any members(s) whose acts are contrary to the goals and purposes of the Council as set forth in ARTICLE III, Section 2.
•   The President will notify the member(s) involved and the Board of Directors of the charges within 2 weeks of receipt of a complaint.
•   Member(s) will have 4 weeks from the date of notification to respond to any and all charges. The charges and any response shall be considered at the next Board of Directors meeting. If the Board of Directors determines that action is warranted, the grievance procedures listed in ARTICLE IX shall be followed.
•   A majority vote of the Board of Directors is required for removal from membership.
•   An individual so removed shall be permitted to reapply for membership after one year.
•   The Board of Directors will consider the request for readmission. A majority vote of Board of Directors members is required for readmission to the Council.

Section 5. Only members in good standing may vote in determining the business and policy matters of the Council. Members in good standing are those whose annual dues are not in arrears.

Section 6. Organizations may obtain membership status for the purpose of subscribing to the Council's publications. This status will not include voting privileges.
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Article V. - Meetings

Section 1. The Council shall meet at least twice a year in regular sessions in the fall and spring and on other occasions as the membership shall deem necessary. Ten members may request that the Secretary call a special meeting. At least two weeks prior notice to the membership must be given for all meetings, regular or special.

Section 2. Passage of a motion will require a simple majority of the members present and voting, except that no final business may be transacted at a special meeting.

Section 3. Attendance at meetings is encouraged but is not required to sustain membership. Nonmembers may attend any meeting.

Section 4. The Board of Directors shall meet at least twice a year.

Section 5. Notice and purpose of meetings; waiver.

•  Written notice stating the place, day and hour of meetings and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten nor more than fifty days before the date of the meeting, either personally or by mail, by the Secretary or other office of the Council at the direction of the person or persons calling the meeting, to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail addressed to the member at the member's address as it appears on the record books of the Council.


•  A member may waive the notice of meeting by attendance at the meeting either in person or by proxy or by so stating in writing, either before or after such meeting. Attendance at a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened shall not constitute a waiver of notice.

Section 6. Quorum, manner of acting, and adjournment.

•  At all meetings of members of the corporation, whether regular or special, a majority of the voting members certified by the Secretary, present in person or by proxy at the meeting, may constitute a quorum. Business may be conducted once a quorum is present and may continue until adjournment of the meeting, notwithstanding the withdrawal or temporary absence of sufficient members to reduce the number present to less than a quorum.


•  Unless the vote of a greater number is required by statute, the articles of incorporation, or these bylaws, the affirmative vote of the majority of the members then present at the meeting in person or by proxy, as provided above, and entitled to vote on the subject matter shall be the act of the members; provided, however, that if the members then present in person or by proxy, as provided above, are less than required to constitute a quorum, the affirmative vote must be such as would constitute one-third (1/3) of the membership if a quorum were present.


•  The affirmative vote of one-third (1/3) of the members then present is sufficient in all cases to adjourn a meeting to another time and place. Notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the Council may transact any business which might have been transacted at the original meeting. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each member of record entitled to vote at the meeting.

Section 7. Record date.

•  n order that the Council may determine the members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or allotment of rights, or for the purpose of any other lawful action, the board of directors may fix, in advance, a record date, which shall not be more than seventy days nor less than ten days before the date of the meeting, nor more than seventy days nor less than ten days prior to any such action.


•  A determination of members of record entitled to notice of or to vote at a meeting of members shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting and further provided that the adjournment or adjournments do not exceed thirty days in the aggregate.

Section 8. Meetings of the members shall be presided over by the President, or if the President is not present, by the President-elect, or if the President-elect is not present, by the highest ranking office present as designated by the board of directors, or if no officer is present, by a chairman to be chosen by the majority of the members at the meeting who are present in person or by proxy. The Secretary of the Council shall act as secretary for every meeting, but if the secretary is absent, the presiding officer shall choose any person present to act as secretary of the meeting.

Section 9. Voting.

•  Except with respect to the election of directors, each member of record shall have the right, at every member's meeting, to one (1) vote, subject, however, to any provisions respecting voting rights as may be contained in the articles of incorporation or any amendments thereto.


•  Every member entitled to vote at a meeting of members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for him by proxy. Every proxy shall be executed in writing by the member or by his duly authorized attorney-in-fact and shall be filed with the secretary or an assistant secretary of the Council before the taking of any vote on the issue as to which the proxy intends to act.

Section 10. Any action which may be taken at a meeting of the members of the Council may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all the members entitled to vote with respect to the subject matter thereof. Such consent shall have the same effect as a unanimous vote of members.

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Article VI. - Board of Directors and Officers

Section 1. The Council shall have a board of directors consisting of nine voting officers: President, President-elect, Secretary, Treasurer, Editor, and four at-large members. The Immediate-past-president shall serve as a non-voting member of the Board of Directors.
Section 2. The President or the President's designee shall serve as the Council's representative in all its official affairs and transactions. The President will preside at all meetings.

Section 3. The President-elect shall act with the powers of the President in the event that the President is unable to perform appointed duties.

Section 4. The Treasurer shall be the Council's financial officer and shall keep membership rolls and maintain records of financial transactions of the Council in accord with standard bookkeeping practices. The Secretary shall announce all meetings to the membership of the Council and shall maintain minutes of all such meetings.

Section 5. The Editor shall solicit and edit material for the Newsletter of the Council and, when authorized by the Board of Directors develop other official publications.

Section 6. Among other activities, the Board of Directors functions as the policy-making body of the Council.

Section 7. In the event that a member of the Board of Directors, except for the President and President-elect, is unable to fulfill a term of office, the Board of Directors shall have the authority to appoint a member in good standing to the remainder of the term so as to satisfy the conditions of Section 1. In the event that the President cannot complete a term of office, the President-elect shall assume the office of President for the remainder of the term, and continue as President the following year. The Board of Directors may appoint a President-elect who shall not continue as President of the Council.

Section 8. Removal.

•  At a special meeting of members called for the purpose of removing directors, any director or the entire board of directors may be removed, with or without cause, by a vote of the holders of a majority of the members then entitled to vote at an election of directors, except that if less than the entire board is to be removed, no one of the directors may be removed if the votes cast against his removal would be sufficient to elect him at an election of the entire board of directors.


•  Whenever the members are entitled to elect one or more directors by the provisions of the articles of incorporation, the provisions of Section 8(a) of these bylaws shall apply, in respect to the removal of a director or directors so elected, to the vote of the members.


•  In case the board or any one or more directors is so removed, new directors may be elected at the same meeting.

Section 9. Immediately after each annual selection of directors or other meetings at which the entire board of directors is elected, the newly elected board of directors shall meet for the purpose of organization, for the election of such officers as they wish to consider at the time, and for the transaction of any other business. Notice of such organizational meetings need not be given. However, if such organizational meeting is held at any other time, it shall be specified in a notice given as hereinafter provided for special meetings of the board of directors.
Section 10. The directors then serving present at a meeting shall constitute a quorum for the transaction of business. Except as otherwise specified in the articles of incorporation or these bylaws or provided by statute, the acts of the majority of the directors present at a meeting at which a quorum is present shall be the acts of the board of directors. The directors shall act only as a board and the individual directors shall have no power as such; provided, however, that any action which may be taken at a meeting of the board or of a committee may be taken without a meeting if all directors or committee members, as the case may be, consent thereto in writing. Such consent shall have the same effect as a unanimous vote.
Section 11. No contract or other transaction between the Council and one or more of its directors or any other Council, firm, association, or entity in which one or more of its directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if:

•  The fact of such a relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or


•  The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or


•  The contract or transaction is fair and reasonable to the Council at the time the contract or transaction is authorized, approved or ratified, in the light of circumstances known to those entitled to vote thereon at that time.

Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
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Article VII. - Notice , Waivers

Section 1. Whenever written notice to any person is required by the articles of incorporation, these bylaws, or statute, it may be given to such person either personally or by sending a copy thereof through the mail to his address appearing on the books of the Council, or supplied by him to the Council for the purpose of notice. If the notice is sent by mail it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail.
Section 2. Whenever any notice is required to be given to any member or director by the articles of incorporation, these bylaws, or statute, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.
Section 3. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except when a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
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Article VIII. - Indemnification

Section 1. Indemnification of an authorized representative of the Council (which, for purposes of this article shall mean a director, officer, fiduciary as defined by the Employee Retirement Income Security Act of 1974 ("Fiduciary") or agent of the Council, or a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise serving as such at the request of the Council) shall be made when ordered by court (in which case the expense, including attorney's fees, of the authorized representative in enforcing such right of indemnification shall be added to and be included in the final judgment against the Council) and shall be made in a specific case upon a determination that indemnification of the authorized representative is required or proper in the circumstances because the applicable standard of conduct set forth in the Arizona Revised Statutes as amended from time to time has been met. Such determination shall be made in accordance with the Arizona Revised Statutes as amended from time to time.
Section 2. Expenses (including attorney's fees) incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Council in advance of the final disposition of such action, suit or proceeding, as determined to be authorized in accordance with the Arizona Revised Statutes as amended from time to time upon receipt of an undertaking by or on behalf of a director, officer or Fiduciary to repay such amount unless it ultimately shall be determined that such person is entitled to be identified by the Council as required in the articles of incorporation or this article. To the extent authorized by law such expenses may be paid by the Council in advance on behalf of any other authorized representative when authorized by the board of directors upon receipt of a similar undertaking.
Section 3. The indemnification provided in the articles of incorporation or by this article shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of members or disinterested directors, statute or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office or position, and shall continue as to a person who has ceased to be an authorized representative of the Council and shall inure to the benefit of the heirs and personal representatives of such a person.
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Article IX. - Grievance Procedures

Section 1. Any individual (member or nonmember) or organization that believes the archaeological record is not being treated in a responsible manner or that the written guidelines of the Council have been violated may bring the matter to the attention of the Council by writing to the President. The disposition of the case will be handled according to the following procedures:

•  The Board of Directors will consider the case and may ask the party or parties involved to attend a meeting and discuss the case.


•  The Board of Directors will agree either to look into the matter or decline. In the latter, a written explanation will be provided.


•  If a decision is made to participate in the case, the President will appoint an ad hoc committee to gather information. The President will also notify all concerned parties that the Council has decided to participate and will provide them an opportunity to present their views to the Board of Directors and the ad hoc committee.


•  Within a designated span of time, the ad hoc committee will present a written report to the President which contains summaries of available information and recommendations for future action. These recommendations can include publication of the report in the Newsletter.


•  The Board of Directors will act on the basis of recommendations of the ad hoc committee.

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Article X. - Finances

Section 1. The Board of Directors shall establish membership dues for the purpose of financing Council business.
Section 2. Only the Board of Directors may authorize the expenditure and investment of Council funds. The President can authorize expenditures of up to $100 per year without Board of Directors approval if the expenditure(s) is (are) consistent with the mission and Bylaws of the Council.
Section 3. Annual dues shall be forfeited by any member who resigns or is removed.
Section 4. The board of directors shall present at the annual meeting of members a report of the financial condition of the Council as of the closing date of the preceding fiscal year. Such report shall be in such form as shall be approved by the board of directors and shall be available for the inspection of members at the annual meeting. Unless required by statute, the board of directors shall not be required to cause such report to be sent to the members. Unless required by statute, the board of directors may, but shall not be required to, have such report prepared and verified by an independent certified public accountant or by a firm of practicing accountants.
Section 5. All funds of the Council shall be deposited from time to time to the credit of the Council in such banks, trust companies, or other depositories as the board of directors may approve or designate, and all such funds shall be withdrawn only upon checks signed by such one or more officers or employees as the board of directors from time to time shall determine.
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Article XI. - Operations

Section 1. The place of business for the Council will be PO Box 27566, Tempe, AZ 85285-7566.
Section 2. Robert's Rules of Order shall govern the procedures at each meeting.
Section 3.

•  There shall be kept at the principal office of the Council an original or duplicate record of the proceedings of the members and of the directors, and the original or a copy of the bylaws including all amendments or alterations thereto to date, certified by the secretary of the Council. An original or duplicate member register also shall be kept at the registered office or principal place of business of the Council, or at the office of a registrar, giving the names of the members and their respective addresses. The Council also shall keep appropriate, complete and accurate books or records of account, which may be kept at the office of its statutory agent or at its principal place of business.


•  Any person who shall have been a member of record at least six months immediately preceding a demand upon written demand directed to the Council at its principal office or its statutory agent, shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose the Council's relevant books and records of accounts, minutes and record of members and to make copies of or extracts therefrom. In every instance where any attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the member.

Section 4. The board of directors may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the Council, and such authority may be general or confirmed to specific instances.
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Article XII. - Committees

Section 1. As necessary, committee chairpersons may be appointed by the President. The appointment of chairpersons shall be approved by the Board of Directors.
Section 2. Chairpersons will consult with and report to the President on a timely basis.
Section 3. Committees may be dissolved at the President's discretion, with the approval of the Board of Directors.
Section 4. The President shall ensure committee activities are reported to the membership annually.
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Article XIII. - Elections

Section 1. All members of the Board of Directors shall hold office for two years. For odd number years we elect a President-elect, Secretary, Treasurer, Editor, and two Board of Directors members. President-elect should be elected every two years (in even years).
Section 2. The Board of Directors (excepting the President) shall be elected according to the following procedures:

•  The President shall appoint a chairperson to convene a Nominations Committee.


•  The chairperson will submit a slate of nominees and platform statements to the Editor at least 60 days prior to the Fall Meeting.


•  Voting shall be by mail ballot issued at least 30 days prior to the Fall Meeting. Ballots will be returned to the Nominations Committee Chairperson at least two weeks prior to the Fall Meeting.


•  Candidates will be elected by a simple majority vote. In the case of a tie vote, a runoff election will be held at the Fall Meeting.


•  Election results will be announced by the Nominations Committee Chairperson at the Fall Meeting.

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Article XIV. - Publications

Section 1. The Council shall publish a newsletter. The Board of Directors may from time to time authorize the publication of other single or serial items.
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Article XV. - Grants

Section 1. All Council sponsored grants shall follow the Council's written guidelines for grants.
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Article XVI. - Amendments

Section 1. Proposed amendments to the Council's bylaws must be submitted in writing to the Secretary at least 60 days prior to a regular meeting in order to be voted upon by the membership at that meeting.
Section 2. The Secretary will ensure distribution of the proposed amendments to the membership at least 30 days prior to the next regular meeting.
Section 3. Proposed amendments will be ratified or rejected by a simple majority vote of the membership present and voting at a regular meeting.
Section 4. Upon ratification of a proposed amendment, the Secretary will revise the Council's bylaws accordingly. Ratified bylaw amendments will be published in the Newsletter. Members may obtain current bylaws from the Secretary upon request.
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Article XVII. - Disposal of Assets

Section 1. In the event of dissolution, the Council shall dispose of all its assets to an educational or scientific institution which is exempt from taxation under the then current code of the Internal Revenue Service.
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